Attached files

file filename
EX-32.01 - EXHIBIT 32.01 - PROOFPOINT INCproofpoint-03312016xex3201.htm
EX-31.02 - EXHIBIT 31.02 - PROOFPOINT INCproofpoint-03312016xex3102.htm
EX-31.01 - EXHIBIT 31.01 - PROOFPOINT INCproofpoint-03312016xex3101.htm
EX-32.02 - EXHIBIT 32.02 - PROOFPOINT INCproofpoint-03312016xex3202.htm
10-Q - 10-Q - PROOFPOINT INCproofpoint-03312016x10q.htm

April 28, 2016

Members of the Board of Directors of
Proofpoint, Inc.
892 Ross Drive
Sunnyvale, CA 94089

Dear Members of the Board of Directors:

We are providing this letter to you for inclusion as an exhibit to your Form 10-Q filing pursuant to Item 601 of Regulation S-K.
We have been provided a copy of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016. Note 1 therein describes a change in accounting policy from expensing customer acquisition costs as they are incurred to recognizing the expense over the same term as the related revenue is being recognized. It should be understood that the preferability of one acceptable method of accounting over another for the recognition of customer acquisition costs has not been addressed in any authoritative accounting literature, and in expressing our concurrence below we have relied on management’s determination that this change in accounting principle is preferable. Based on our reading of management’s stated reasons and justification for this change in accounting principle in the Form 10-Q, and our discussions with management as to their judgment about the relevant business planning factors relating to the change, we concur with management that such change represents, in the Company’s circumstances, the adoption of a preferable accounting principle in conformity with Accounting Standards Codification 250, Accounting Changes and Error Corrections.

We have not audited any financial statements of the Company as of any date or for any period subsequent to December 31, 2015. Accordingly, our comments are subject to change upon completion of an audit of the financial statements covering the period of the accounting change.

Very truly yours,



/s/ PricewaterhouseCoopers LLP